There must be something about the number three that signals that Rockstar Games is done messing around and is about to get serious.

Grand Theft Auto III? That 2001 masterwork let the world know that Rockstar was ready to take over single-player video gaming.

Eleven years later comes another "three" (they don't do many of them), May's Max Payne 3. I've played it and I've seen that it carries a new message: Rockstar wants to take over multiplayer gaming.

With Max Payne 3, Rockstar's competition will soon be Call of Duty, Uncharted, Gears of War, Battlefield and any other big shooter vying for your playing time.

Rockstar's competition will also be themselves, as they strive to equal, with multiplayer, their reputation for making single-player games that are cultural milestones. In multiplayer, so far, Rockstar has only dabbled, enjoying decent success with supplementary multiplayer in Grand Theft Auto IV and Red Dead Redemption. With Max comes the first major Rockstar game since their Midnight Club racing series in which the multiplayer has the potential to eclipse the single-player. They have the potential to make their first phenomenal Mario Kart to go with their many Super Mario Bros..

A Different Kind of Shooter

I first played Max Payne 3 multiplayer a couple of weeks ago in Rockstar's New York City headquarters, and since then I've nearly forgotten that there is a single-player adventure to go with it.

I don't expect single-player to be bad; what I've seen looks at least as enjoyably playable and visually interesting as its closest contemporary, Naughty Dog's Uncharted series. I've simply come to appreciate that Max Payne 3's multiplayer is no afterthought and may even prove to be the game's main attraction.

I began my first multiplayer visit at Rockstar with a dip into the game's solo campaign. Rockstar reps encouraged this, so that I could get a feel for controlling Max and, by extension, any of the game's multiplayer characters. Unlike most popular modern shooters-but like every major game Rockstar makes—the game is in third-person, meaning you see your character on the screen. Rockstar's pitch is that they've animated Max and the other playable characters so well—and they've given players such free movement when aiming their guns—that players can wheel around with the freedom to shoot swiftly in any direction, without any fear that they will make their character look like he's wound himself up in a pretzel.

In other words, you can stand Max still in one spot, make him shoot in front of himself, then upward, then left or even behind and he's going to fluidly and quickly move his body into proper position to make any of those shots look natural. You can dive to the ground and shoot from there without worrying that he can't shoot in a specific direction because he was facing the other way. That's first-person freedom of targeting controls merged with cool-looking third-person character animation. Rockstar reps are very proud of how good this looks, but the best byproduct of this system is how it enables a more interesting range of movement while shooting.

In an FPS, players can shoot from standing, crouching, walking, running or prone positions. In Max, you can shoot from all of those positions, plus while diving. This is the game-changer. You can be running away from an enemy, launch yourself into a slow motion dive out of a window and be firing back through the window at your pursuer…that isn't just something that looks cool, it's something that would be so confusing to pull off in an FPS that the makers of those games don't let you do it. Rockstar's game may not have the down-the-barrel intimacy of the first-person experience but the advantage in the player's options for movement and stylish action is Max Payne's.

Max Payne games didn't have multiplayer before. The announcement that the new one would invited the same skeptical squints previously aimed at the creators of the Uncharted and Assassin's Creed games. What made these games wonderful to play in their esteemed solo modes needed to transfer in some way to multiplayer. Otherwise, what's the point?

The Uncharted people tried to justify their multiplayer by making it involve shooting and climbing as well as adding some story to it, here and there. The Assassin's Creed people made their multiplayer mostly about stealthy assassinations.

The highlighted carry-over from old-school single-player Max Payne to new multiplayer Max Payne is the slow-motion shooting known as bullet time. It's in multiplayer and it works, even if it's not really the best and most Max-specific element in the competitive modes (more on what those are in a bit).

Bullet time in multiplayer slows you down, slows down anyone you can see, anyone who can see you, and anyone who those affected people can see or be seen by. Read that line again if you didn't get it. Or just think of it this way: there's no such thing as a player who is in bullet time being seen by a player who isn't in bullet time, or vice versa. If you can see someone in bullet time, you're in bullet time. Same if they can see you. You're only unaffected if you're out of sight.

If you've activated bullet time or caught in it, time slows for a few seconds. If you're an enemy of the player who activated bullet time, your screen is ringed by a red haze. Your reload speed and rate of fire is slowed. Things basically just suck a little more for you. If you're on the side of the person who activated bullet time-or if you activated it yourself-your screen is surrounded by a white haze. The world slows down for you, but your guns are still fast. You have the advantage.

You can activate bullet time in multiplayer if you have the "burst" armed on your character and activated when the burst meter has been full. You can also activate a briefer bit of bullet time if you, playing as any character in any configuration, perform what the developers call a "shoot-dodge": an acrobatic dive in any direction that is this game's prime defensive maneuver. The shoot-dodge will only trigger bullet time if you have adrenaline in your adrenaline meter, which…. Hold on. Are you getting confused?

Let's back up a bit.

Max Payne 3 multiplayer is built on a familiar modern foundation. It has headshots and its own form of perks. It lets you earn experience points for kills and assists, and it will let you level up and unlock better weapons and perks. All of that is standard and, in that combination, has been since Infinity Ward's revolutionary Call of Duty IV: Modern Warfare.

Some of Max Payne 3's core elements are simply re-named aspects of that much-imitated Modern Warfare formula. Bursts, for example, are perks, in this case upgradeable special abilities, one of which can be applied to a character as part of their weapon and gear load-out.

Other elements in Max Payne 3 are distinct, which causes this game's multiplayer to feel like a different sort of system than the Call of Duty's. The whole bullet-time system, as described above, taps into a currency called adrenaline, which is acquired as you kill enemies or loot their corpses. The player who gets no kills or raids no corpses won't be able to use their special burst moves, and their shoot-dodges won't be in slow-mo. But as they fill their adrenaline meter they'll get to use those perks and slow-mo dodges.

Player health in this game will either regenerate slowly or not at all, depending on which multiplayer playlists you choose to join. The smarter way to manage health is to use health packs called painkillers. They're acquired by looting bodies. Keeping one of them in reserve allows players who have been shot nearly dead to spring back to life if, while dying, they can counter-kill their attacker. (Think of Call of Duty's controversial Last Stand perk.)

Skilled competitive Max Payne players will be aggressive, will kill enemies, but will also loot bodies. They'll bank adrenaline, because the more adrenaline they attain, the closer they'll get to activating a second and then third level of the game's devious boost perks. That should be their main goal, because the perks are terrific.

Real gamers don't lock… at their own risk. In single-player and multiplayer, Max Payne 3 players can enable or disable aim assist. More casual players will favor a "soft-lock" configuration which snaps your gun's sights onto the enemy you're starting to aim at. More skilled players will turn that off. Without soft-lock, nailing an enemy is far more difficult and, appropriately, requires fewer shots to kill. In multiplayer, those who use soft-lock (like me!) will only be able to play against each other.

The bursts are the true stars of Max Payne 3's multiplayer and have the best chance of establishing a distinct Max Payne flavor for this game. They are, largely, advantages based on deviousness. They are, with some exceptions, wonderfully obnoxious in the best of screwing-over-the-enemy ways. Take "Paranoia." Go into a multiplayer gunfight with that and trigger it. It will cause players on the enemy team to see their allies as enemies, complete with bogus red-text player names above their actual allies. Enjoy watching them accidentally shoot each other. It gets craftier if you wait to earn enough mid-match adrenaline to activate Paranoia level 2, which not only makes the enemies see their teammates as their foes but turns on friendly fire and targets one of their allies for a bogus bounty.

The level 1 version of the burst called Weapon Double Dealer deactivates the enemy team's special weapon attachments (silencers, for example). Hold off and try to activate Weapon Double Dealer Level 3, which causes enemies who are holding grenades to drop them. The grenades they drop are primed to explode.

When I played, I activated a burst called Grounded that, at its most basic, let me disappear from the enemy team's mini-map. At Level 2, it would make my entire team disappear from their maps. At Level 3, it would put incorrect info in their maps.

Another great one: Slippery Character… Level 1, I drop a smoke grenade and briefly have unlimited stamina which lets me get the hell out of a bad situation; Level 2, same thing but with unlimited stamina until I die and also ignites a flashbang to blind enemies while I dash off; Level 3, same as Level 2 but for everyone on my team.

Some bursts are more traditional, such as Trigger Happy, which puts better guns in your hands or Big Dog, which boosts health. Players can counter some of the bursts by using in-game currency to buy items, such as an ID card, which nullifies Paranoia or goggles that block the effects of flashbangs.

The Modern Warfare influence on Max Payne 3 is most conspicuous between multiplayer matches, when players can access pages and pages of unlockable weapons, gear and burst perks. There are upgrades within upgrades, as the game's guns can be modded with a variety of scopes, silencers and other attachments. Torso and head-gear and the aforementioned burst-nullifying items fill out several more menus. There is weight to all of this stuff, which will affect your character's movement and recovery speed. All of these options ensure that players will be able to have very different loadouts from each other. They also indicate that, as with Modern Warfare, players will be drawn to keep playing to unlock new, more interesting and more potent stuff. Leveling up will unlock this stuff. Money earned in matches needs to be spent to buy the unlocked gear (just once to unlock; not each time you want to equip it).

Considering how precious XP and money is, it's nice that Rockstar gives players some extra ways to earn it, aside from basic kills, lootings and the winning of matches. During a multiplayer match, the player can activate vendettas on a player who kills him or her repeatedly. Killing the player you marked with a vendetta earns you extra experience points; but if the marked player kills you, they get the bonus XP. When a rounds of a multiplayer match is about to begin, a player can bet in-game money on which of three randomly-selected players will meet a certain goal first (for example, first player to get a kill). The amount of the bet appears to be tied to the skill level of the player you're betting on. Winning the bet gets you extra in-game cash.

My short, violent lives in a multiplayer gang

I absorbed the details about the many features of Max Payne 3's multiplayer over a pair of visits to Rockstar's offices, during which I played two distinct modes. Both were a lot of fun, even when I wasn't winning (confession: I was seldom winning).

Payne Killer pits an ever-changing combination of two players against six other players. The first player to get a kill becomes Max Payne; the first to die becomes Max's buddy Passos. They both can activate bullet time and are more powerful than the other players. When Max or Passos is killed, the player who is most responsible for their death (based on shots fired, kill-shot and still being alive) takes their place. Players earn points when they're playing as Max or Passos and killing enemies. The player with the most points at the end of the timed match wins. This mode was good, especially when I would both manage to become Max or Passos but buddy up with the person in control of the other one. Those two characters are way more powerful together than the other players. They dominate, until the pesky other six players finally flank you and get the kill-shot.

Brand Loyalty… Rockstar will let players join large clusters of like-minded gamers called Crews, loyal to a favorite city, sports team or some other affiliation. Members of Crews will be networked through Rockstar's web-based Social Club and will have an option to link up with fellow Crew members during multiplayer matching. Crews won't just be tied to Max Payne 3 but to Rockstar's upcoming Grand Theft Auto V and presumably to new games beyond that. If the system works, Rockstar will enjoy the benefits of assembling teams of fans who are loyal not to just a game series, as, say Call of Duty: Elite fans are to games across the CoD series, but to a label of games. This is the kind of cross-game brand loyalty that the likes of only a Blizzard or Nintendo can command. Baking it into multiplayer matchmaking is a crafty play by Rockstar.

I spent much more time at Rockstar playing Gang Wars, which is the mode the game's creators are pushing hardest. This 16-player mode is set within the fiction of the game's single-player game. It includes voice-over by Max Payne and other major characters explaining what is happening. These Gang Wars matches put teams of players on opposite sides of gang battles set in locations near New York or in Brazil that are part of the game's solo campaign. The story for each Gang Wars match is roughly the same: there's a turf battle between two sides. The minutiae of the stories differs thanks to a set of shifting modes and objectives that are doled out on the fly by the game as it calculates what players are doing, who has the advantage and what might be interesting to have happen next. For example, I played a match that started with a round played by Turf War rules, which involved seizing territory on the map. My side failed and was sent into a new round that required us to assassinate an opposing player (presumably the player on the other team who was most successful in the first round). We had to get five kills on the enemy team before our target's identity was revealed. We succeeded, which, for reasons explained in the voiceover led to a round during which we had to run bags of money (or was it contraband?) to drop-off locations. We succeeded there too, but failed in the next round that required us to seize three successive territory locations. That led into a final team-deathmatch round that would have had a completion objective that favored the team that had won the majority of previous rounds, but didn't that time since each team had won two rounds.

I played Gang Wars matches set in Hoboken and in a favela in Rio. I also played one set on a dock. The matches always lasted about 20 minutes and always through five rounds. The changing objectives reminded me of the little bit of the Killzone series' multiplayer, but in those games the objectives seemed to shift entirely at random. The array of objective-based rounds in Max Payne 3 was different every time, and it did seem to adjust according to some hidden statistical logic. Threading it together as a story was a good bonus. I'm not convinced that the game's logic always, say, picks the best player of one round to be an assassination target in the next, because I once was the worst person in my team in one round and then was the target in the next. But things didn't feel entirely random, either. I had the sense that our experiences were congealing into a mini-story thanks to the narration preceding each level. I liked that, as it made me feel more invested in the outcome.

The changing objectives in Gang Wars matched well with the nimbleness of Max Payne's multiplayer characters and the deviousness of its many perks. Many of the rounds were based on needing to get somewhere fast and be unhittable, whether to seize territory or move a bag. If the game merely let you run, that'd be nice, but it is letting you shoot-dodge in slow-motion out of the line of fire as you reach a goal or finish grabbing some turf. That makes brief moments of multiplayer mayhem feel like some sort of bullet-filled ballet. It feels grand and crafty, as does using the right burst at the right time.

There are lots of smart, subtle details to the design of Gang Wars. There are back-stories to all of the gangs and police forces that you can play as. Different gangs can fight on a map but you'll never play as a gang that couldn't be there based on the logic of the game's story. Maps are tweaked slightly to accommodate the goals of a round, but something that is blown up in a round played under Sabotage rules will remain destroyed in a subsequent round.

The start of something bigger

There hasn't been a new Max Payne game since the release of the very first Call of Duty. Little more needs to be said to underscore the rise of today's modern online shooters and the absence of Max Payne or Rockstar Games during that ascendance. And yet it's a little odd that a Max Payne game will now represent Rockstar's big move in multiplayer, not a GTA or its upstart Red Dead western. Maybe Max is more of a natural, since the series is more purely a shooter and because, let's face it, any modern linear shooter-as opposed to open-world epics like GTA and RDR—could use a good multiplayer mode with long-term appeal to keep players from feeling they didn't get their money's.

With GTA III Rockstar was leaping to something no one else had achieved. They were leading by being original. Max Payne 3 multiplayer does not seem as boldly alien as GTA III's single-player. It is something that makes sense as a major batch of tweaks to the formula of both its single-player Max Payne predecessors and its new rival, the Call of Duty games. That lake of GTA III-level historic freshness doesn't prevent it from having the potential to be an improvement.

This past weekend, Rockstar started airing a TV commercial for Max Payne 3. It features scenes pulled from the game's single-player mode. The commercial stunned me, to be honest, because it had reminded me that there's a single-player mode worth caring about in Max Payne 3. I'd nearly forgotten, because in my mind Max Payne 3 has morphed into a multiplayer game, a game whose solo mode will be relevant in May, but whose multiplayer has the chance to be the reason we're still talking about and playing Max Payne 3 in June, July and, surely Rockstar hopes, for many months beyond that.

If Rockstar finally has a multiplayer mega-hit coming it'll be thanks to their own Max Payne-like effort… they scoped the multiplayer scene, they took it slow, they aimed and now, with a leap, they're taking their shot.